Exhibit 10v-3


                              BELLSOUTH CORPORATION

                      STOCK AND INCENTIVE COMPENSATION PLAN

                           (As Amended June 28, 2004)


1.       Purpose.

                  The purpose of the Plan is to strengthen BellSouth
Corporation, a Georgia corporation (the "Company"), by providing an incentive to
its and its Subsidiaries' (as defined herein) employees, officers, consultants
and directors, thereby encouraging them to devote their abilities and industry
to the success of the Company's business enterprise.  It is intended that this
purpose be achieved by extending to employees (including future employees who
have received a formal written offer of employment), officers, consultants and
directors of the Company and its Subsidiaries an added incentive for high levels
of performance and unusual efforts through the grant of Restricted Stock,
Restricted Stock Units, Options, Stock Appreciation Rights, Dividend Equivalent
Rights, Performance Awards, Annual Incentive Awards and Share Awards (as each
term is herein defined).

2.       Definitions.

                  For purposes of the Plan:

  2.1    "Administrator" means the Compensation Committee, the Director
Committee or the Company Administrator, as applicable.

  2.2    "Affiliate" means any entity directly or indirectly controlled by,
controlling or under common control with the Company.

  2.3    "Agreement" means a written or electronic agreement between the Company
and a Participant evidencing the grant of an Option or Award and setting forth
the terms and conditions thereof.

  2.4    "Annual Bonus Pool" has the meaning set forth in Section 10.2.

  2.5    "Annual Incentive Award" has the meaning set forth in Section 10.2.

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  2.6    "Award" means a grant of Restricted Stock, a Restricted Stock Unit, a
Stock Appreciation Right, a Performance Award, a Dividend Equivalent Right, a
Share Award, an Annual Incentive Award or any or all of them.

  2.7    "Beneficiary" means an individual designated as a Beneficiary pursuant
to Section 21.4.

  2.8    "Board" means the Board of Directors of the Company.

  2.9    "Cause" means:  (a) intentional failure to perform reasonably assigned
duties, (b) dishonesty or willful misconduct in the performance of duties,
(c) involvement in a transaction in connection with the performance of duties to
the Company or any of its Subsidiaries which transaction is adverse to the
interests of the Company or any of its Subsidiaries and which is engaged in for
personal profit or (d) willful violation of any law, rule or regulation in
connection with the performance of duties (other than traffic violations or
similar offenses).

  2.10   "Change in Capitalization" means any increase or reduction in the
number of Shares, any change (including, but not limited to, in the case of a
spin-off, dividend or other distribution in respect of Shares, a change in
value) in the Shares or any exchange of Shares for a different number or kind of
Shares or other securities of the Company or another corporation, by reason of a
reclassification, recapitalization, merger, consolidation, reorganization,
spin-off, split-up, issuance of warrants, rights or debentures, stock dividend,
stock split or reverse stock split, cash dividend, property dividend,
combination or exchange of Shares, repurchase of Shares, change in corporate
structure or otherwise.

  2.11   "Change in Control" means the occurrence of any of the following:

      (a)  An acquisition (other than directly from the Company) of any voting
securities of the Company (the "Voting Securities") by any "Person" (as the
term "person" is used for purposes of Section 13(d) or 14(d) of the Exchange
Act), immediately after which such Person has "Beneficial Ownership" (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of more than twenty
percent (20%) of (i) the then-outstanding Shares or (ii) the combined voting
power of the Company's then-outstanding Voting Securities; provided, however,
that in determining whether a Change in Control has occurred pursuant to this
paragraph (a), the acquisition of Shares or Voting Securities in a Non-Control
Acquisition (as hereinafter defined) shall not constitute a Change in Control.
A "Non-Control Acquisition" shall mean an acquisition by (i) an employee benefit
plan (or a trust forming a part thereof) maintained by (A) the Company

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or (B) any corporation or other Person the majority of the voting power, voting
equity securities or equity interest of which is owned, directly or indirectly,
by the Company (for purposes of this definition, a "Related Entity"), (ii) the
Company or any Related Entity, or (iii) any Person in connection with a
Non-Control Transaction (as hereinafter defined);

      (b)  The individuals who, as of the effective date of the Plan, are
members of the Board (the "Incumbent Board"), cease for any reason to constitute
at least a majority of the members of the Board or, following a Merger (as
hereinafter defined), the board of directors of (i) the corporation resulting
from such Merger (the "Surviving Corporation"), if fifty percent (50%) or more
of the combined voting power of the then-outstanding voting securities of the
Surviving Corporation is not Beneficially Owned, directly or indirectly, by
another Person (a "Parent Corporation") or (ii) if there is one or more than one
Parent Corporation, the ultimate Parent Corporation; provided, however, that, if
the election, or nomination for election by the Company's common shareholders,
of any new director was approved by a vote of at least two-thirds of the
Incumbent Board, such new director shall, for purposes of the Plan, be
considered a member of the Incumbent Board; and provided, further, however, that
no individual shall be considered a member of the Incumbent Board if such
individual initially assumed office as a result of an actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board (a "Proxy Contest"), including by reason of any agreement intended to
avoid or settle any Proxy Contest; or

      (c)  The consummation of:

         (i)  A merger, consolidation or reorganization (x) with or into the
Company or (y) in which securities of the Company are issued (a "Merger"),
unless such Merger is a "Non-Control Transaction."  A "Non-Control Transaction"
shall mean a Merger in which:

            (A)  the shareholders of the Company immediately before such Merger
own directly or indirectly immediately following such Merger at least sixty
percent (60%) of the combined voting power of the outstanding voting securities
of (1) the Surviving Corporation, if there is no Parent Corporation or (2) if
there is one or more than one Parent Corporation, the ultimate Parent
Corporation;

            (B)  the individuals who were members of the Incumbent Board
immediately prior to the execution of the agreement providing for such Merger
constitute at least a majority of the members of the board of directors of
(1) the Surviving Corporation, if there is no Parent Corporation, or (2) if
there is one or more than one Parent Corporation, the ultimate Parent
Corporation; and

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            (C)  no Person other than (1) the Company or another corporation
that is a party to the agreement of Merger, (2) any Related Entity, or (3) any
employee benefit plan (or any trust forming a part thereof) that, immediately
prior to the Merger, was maintained by the Company or any Related Entity, or
(4) any Person who, immediately prior to the Merger had Beneficial Ownership of
twenty percent (20%) or more of the then outstanding Shares or Voting
Securities, has Beneficial Ownership, directly or indirectly, of twenty percent
(20%) or more of the combined voting power of the outstanding voting securities
or common stock of (x) the Surviving Corporation, if there is no Parent
Corporation, or (y) if there is one or more than one Parent Corporation, the
ultimate Parent Corporation; provided, however, that any Person described in
clause (4) of this subsection (C) may not, immediately following the Merger,
Beneficially Own more than thirty percent (30%) of the combined voting power of
the outstanding voting securities of the Surviving Corporation or the Parent
Corporation, as applicable, for the Merger to constitute a Non-Control
Transaction;

         (ii)  A complete liquidation or dissolution of the Company; or

         (iii)  The sale or other disposition of all or substantially all of the
assets of the Company and its Subsidiaries taken as a whole to any Person (other
than (x) a transfer to a Related Entity or (y) the distribution to the Company's
shareholders of the stock of a Related Entity or any other assets).

                  Notwithstanding the foregoing, a Change in Control shall not
be deemed to occur solely because any Person (the "Subject Person") acquired
Beneficial Ownership of more than the permitted amount of the then outstanding
Shares or Voting Securities as a result of the acquisition of Shares or Voting
Securities by the Company which, by reducing the number of Shares or Voting
Securities then outstanding, increases the proportional number of shares
Beneficially Owned by the Subject Persons; provided that if a Change in Control
would occur (but for the operation of this sentence) as a result of the
acquisition of Shares or Voting Securities by the Company and, after such share
acquisition by the Company, the Subject Person becomes the Beneficial Owner of
any additional Shares or Voting Securities and such Beneficial Ownership
increases the percentage of the then outstanding Shares or Voting Securities
Beneficially Owned by the Subject Person, then a Change in Control shall occur.

                  If a Participant's employment is terminated by the Company
without Cause prior to the date of a Change in Control but the Participant
reasonably demonstrates that the termination (A) was at the request of a third
party who has indicated an intention or taken steps reasonably calculated to
effect a Change in Control or (B) otherwise arose in connection with, or in
anticipation of, a Change in Control which has been threatened or

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proposed, such termination shall be deemed to have occurred after a Change in
Control for purposes of the Plan provided a Change in Control shall actually
have occurred.

  2.12   "Chief Executive Officer" means the Chief Executive Officer of the
Company.

  2.13   "Code" means the Internal Revenue Code of 1986, as amended.

  2.14   "Company" means BellSouth Corporation, a Georgia corporation.

  2.15   "Company Administrator" means the Chief Executive Officer, the
Company's senior officer responsible for human resources matters or such other
person or persons as are designated by the Compensation Committee to administer
the Plan on behalf of Participants who are neither Non-Employee Directors nor
Covered Employees.

  2.16   "Compensation Committee" means the Executive Nominating and
Compensation Committee of the Board, or any successor committee of the Board
which administers the Plan as provided in Section 3.

  2.17   "Covered Employee" means, with respect to any grant of an Option or
Award, a Participant who (a) the Compensation Committee deems may be or become a
covered employee as defined in Section 162(m)(3) of the Code for any year that
such Option or Award may result in remuneration to the Participant and for which
year such Participant may receive remuneration over $1 million which would not
be deductible under Section 162(m) of the Code but for the provisions of the
Plan and any other "qualified performance-based compensation" plan (as defined
under Section 162(m) of the Code) of the Company; provided, however, that the
Compensation Committee may determine that a Participant has ceased to be a
Covered Employee prior to settlement of any Option or Award or (b) is designated
as a Covered Employee for purposes of the Plan.

  2.18   "Director" means a member of the Board.

  2.19   "Director Committee" means the Director Nominating and Corporate
Governance Committee of the Board, or any successor committee of the Board which
administers the Plan as provided in Section 3.

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  2.20   "Disability":

      (a)  shall have the meaning set forth in the Company's principal
management long-term disability plan under which the Participant is covered, if
any; or

      (b)  if the Participant is not covered under the Company's principal
management long-term disability plan, shall have the meaning set forth in any
other Company-sponsored long-term disability plan under which the Participant is
covered; or

      (c)  if Participant is not covered under any such plan, shall mean
disability within the meaning of Section 22(e)(3) of the Code.

  2.21   "Division" means any of the operating units or divisions of the Company
designated as a Division by the Administrator.

  2.22   "Dividend Equivalent Right" means a right to receive cash or Shares
based on the value of dividends that are paid with respect to Shares.

  2.23   "Effective Date" means the date of approval of the Plan by the
Company's shareholders` pursuant to Section 21.5.

  2.24   "Eligible Director" means a Director who is not an employee of the
Company or any Subsidiary.

  2.25   "Eligible Individual" means any of the following individuals who is
designated by the Administrator as eligible to receive Options or Awards subject
to the conditions set forth herein:  (a) any Director, officer or employee of
the Company or a Subsidiary, (b) any individual to whom the Company or a
Subsidiary has extended a formal, written offer of employment, and (c) any
consultant or advisor of the Company or a Subsidiary.

  2.26   "Eligible Officer" means an Officer designated by the Compensation
Committee under Section 10.1.

  2.27   "Exchange Act" means the Securities Exchange Act of 1934, as amended.

  2.28   "Fair Market Value" on any date means (a) for purposes of
Sections 4.2, 5.7, 6.5, 8.2, 9.1(d) and 21.2, and for purposes of Sections 5.2
and 6.3(b) with respect

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to Covered Employees and Directors, the average of the high and low sales prices
of the Shares on such date on the New York Stock Exchange, or if there are no
sales on such day, for the most recent prior day in which a Share was sold on
the New York Stock Exchange, and (b) for all other purposes means a price that
is based on the opening, closing, actual, high, low, or average selling prices
of a Share on the applicable date, the preceding trading day, the next
succeeding trading day, or an average of trading days, as determined by the
Compensation Committee in its discretion.  Such definition(s) of Fair Market
Value shall be specified in each Agreement and may differ depending on whether
Fair Market Value is in reference to the grant, exercise, vesting, settlement,
or payout of an Award.  If, however, the accounting standards used to account
for equity awards granted to Participants are substantially modified subsequent
to the effective date of the Plan, the Compensation Committee shall have the
ability to determine an Award's Fair Market Value based on the relevant facts
and circumstances.

  2.29   "Good Reason" means a reduction in a Participant's annual base salary
as in effect immediately before a Change in Control or the failure to pay a
bonus award to which a Participant is otherwise entitled under any of the
short-term or long-term incentive plans in which the Participant participates
(or any successor incentive compensation plans) at the time such awards are
usually paid.

  2.30   "Incentive Stock Option" means an Option satisfying the requirements of
Section 422 of the Code and designated by the Administrator as an Incentive
Stock Option.

  2.31   "Net Income" for a fiscal year means the amount reported as "income
before cumulative effect of accounting changes" in the Company's Form 10-K filed
with the Securities and Exchange Commission for that fiscal year, as determined
in accordance with generally accepted accounting principles.

  2.32   "Nonemployee Director" means a Director who is a "nonemployee director"
within the meaning of Rule 16b-3 promulgated under the Exchange Act.

  2.33   "Nonqualified Stock Option" means an Option which is not an Incentive
Stock Option.

  2.34   "Operating Cash Flow" for a fiscal year means the amount reported as
"net cash provided by operating activities" in the Company's Form 10-K filed
with the Securities and Exchange Commission for that fiscal year, as determined
in accordance with generally accepted accounting principles.

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  2.35   "Option" means a Nonqualified Stock Option and/or an Incentive Stock
Option.

  2.36   "Outside Director" means a Director who is an "outside director" within
the meaning of Section 162(m) of the Code and the regulations promulgated
thereunder.

  2.37   "Parent" means any corporation which is a "parent corporation" (within
the meaning of Section 424(e) of the Code) with respect to the Company.

  2.38   "Participant" means a person to whom an Award or Option has been
granted under the Plan.

  2.39   "Performance Awards" means Performance Shares, Performance Units,
Performance-Based Restricted Stock or any or all of them.

  2.40   "Performance-Based Compensation" means any Option or Award that is
intended to constitute "performance based compensation" within the meaning of
Section 162(m)(4)(C) of the Code and the regulations promulgated thereunder.

  2.41   "Performance-Based Restricted Stock" means Shares issued or transferred
to an Eligible Individual under Section 9.2.

  2.42   "Performance Cycle" means the time period specified by the
Administrator at the time Performance Awards are granted during which the
performance of the Company, a Subsidiary or a Division will be measured.

  2.43   "Performance Objectives" means the objectives set forth in Sections 9.3
and 10.2 for the purpose of determining the degree of payout and/or vesting of
Performance Awards and Annual Incentive Awards, respectively.

  2.44   "Performance Shares" means Performance Shares granted to an Eligible
Individual under Section 9.1.

  2.45   "Performance Units" means Performance Units granted to an Eligible
Individual under Section 9.1.

  2.46   "Plan" means the BellSouth Corporation Stock and Incentive Compensation
Plan, as amended from time to time.

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  2.47   "Prior Plans" means the Amended and Restated BellSouth Corporation
Stock Plan, the BellSouth Corporation Stock Option Plan, the BellSouth Executive
Long Term Incentive Plan, the BellSouth Corporation Non-Employee Director Stock
Option Plan and the BellSouth Corporation Non-Employee Director Stock Plan.

  2.48   "Restricted Stock" means Shares issued or transferred to an Eligible
Individual pursuant to Section 8.

  2.49   "Restricted Stock Units" means rights granted to an Eligible Individual
under Section 8 representing a number of hypothetical Shares.

  2.50   "Share Award" means an Award of Shares granted pursuant to Section 11.

  2.51   "Shares" means the common stock, par value $1 per share, of the Company
and any other securities into which such Shares are changed or for which such
Shares are exchanged.

  2.52    "Stock Appreciation Right" means a right to receive all or some
portion of the increase, if any, in the value of the Shares as provided in
Section 6 hereof.

  2.53   "Subsidiary" means (a) except as provided in subsection (b) below, any
corporation which is a subsidiary corporation within the meaning of
Section 424(f) of the Code with respect to the Company, and (b) in relation to
the eligibility to receive Options or Awards other than Incentive Stock Options
and continued employment for purposes of Options and Awards (unless the
Administrator determines otherwise), any entity, whether or not incorporated, in
which the Company directly or indirectly owns at least ten percent (10%) or more
of the outstanding equity or other ownership interests.

  2.54   "Ten-Percent Shareholder" means an Eligible Individual who, at the time
an Incentive Stock Option is to be granted to him or her, owns (within the
meaning of Section 422(b)(6) of the Code) stock possessing more than ten percent
(10%) of the total combined voting power of all classes of stock of the Company,
a Parent or a Subsidiary.

  2.55   "Termination Date" means the date that is ten (10) years after the
Effective Date, unless the Plan is earlier terminated by the Board pursuant to
Section 17 hereof.

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3.       Administration.

  3.1    Committees; Procedure.  The Plan shall be administered by the
Compensation Committee with respect to Covered Employees, by the Director
Committee with respect to Eligible Directors and, subject to rules, regulations
and guidelines that may be established by the Compensation Committee, by the
Company Administrator with respect to all other Eligible Individuals.  The
Compensation Committee or the Director Committee may adopt such rules,
regulations and guidelines as it deems are necessary or appropriate for the
administration of the Plan.  Subject to such rules, regulations or guidelines,
the Company Administrator shall have the power to adopt rules, regulations and
guidelines to permit it to administer the Plan with respect to Eligible
Individuals other than Covered Employees.  The Compensation Committee shall
consist of at least two (2) Directors, each of whom shall be a Nonemployee
Director and an Outside Director.  For purposes of the preceding sentence, if
one or more members of the Compensation Committee is not a Nonemployee Director
and an Outside Director but recuses himself or herself or abstains from voting
with respect to a particular action taken by the Compensation Committee, then
the Compensation Committee, with respect to that action, shall be deemed to
consist only of the members of the Compensation Committee who have not recused
themselves or abstained from voting.

  3.2    Administrator Powers.  Subject to the express terms and conditions set
forth herein, the Administrator shall have the power from time to time to:

      (a)  determine those Eligible Individuals to whom Options shall be granted
under the Plan and the number of such Options to be granted and prescribe the
terms and conditions (which need not be identical) of each such Option,
including the exercise price per Share, the vesting schedule and the duration of
each Option, and make any amendment or modification to any Option Agreement
consistent with the terms of the Plan;

      (b)  select those Eligible Individuals to whom Awards shall be granted
under the Plan and determine the number of Shares or amount of cash in respect
of which each Award is granted, the terms and conditions (which need not be
identical) of each such Award, and make any amendment or modification to any
Agreement consistent with the terms of the Plan;

      (c)  construe and interpret the Plan and the Options and Awards granted
hereunder and establish, amend and revoke rules and regulations for the
administration of the Plan, including, but not limited to, correcting any defect
or supplying any omission, or reconciling any inconsistency in the Plan or in
any Agreement, in the manner and to the extent it shall deem necessary or
advisable,

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including so that the Plan and the operation of the Plan comply with Rule 16b-3
under the Exchange Act, the Code to the extent applicable and other applicable
law, and otherwise to make the Plan fully effective;

      (d)  determine the duration and purposes for leaves of absence which may
be granted to a Participant on an individual basis without constituting a
termination of employment or service for purposes of the Plan;

      (e)  exercise its discretion with respect to the powers and rights granted
to it as set forth in the Plan; and

      (f)  generally, exercise such powers and perform such acts as are deemed
necessary or advisable to promote the best interests of the Company with respect
to the Plan.

                  All decisions and determinations by the Administrator in the
exercise of the above powers shall be final, binding and conclusive upon the
Company, its Subsidiaries, the Participants and all other persons having any
interest therein.

  3.3    Notwithstanding anything herein to the contrary, with respect to
Participants working outside the United States, the Administrator may determine
the terms and conditions of Options and Awards and make such adjustments to the
terms thereof as are necessary or advisable to fulfill the purposes of the Plan
taking into account matters of local law or practice, including tax and
securities laws of jurisdictions outside the United States.

  3.4    Indemnification.  No member of the Compensation Committee, the Director
Committee or the Company Administrator shall be liable for any action, failure
to act, determination or interpretation made in good faith with respect to the
Plan or any transaction hereunder.  The Company hereby agrees to indemnify each
member of the Compensation Committee, the Director Committee and the Company
Administrator for all costs and expenses and, to the extent permitted by
applicable law, any liability incurred in connection with defending against,
responding to, negotiating for the settlement of or otherwise dealing with any
claim, cause of action or dispute of any kind arising in connection with any
actions in administering the Plan or in authorizing or denying authorization to
any transaction hereunder.

  3.5    No Repricing of Options or Stock Appreciation Rights.  The
Administrator shall have no authority to make any adjustment (other than in
connection with a stock dividend, recapitalization or other transaction where an
adjustment is permitted or required under the terms of the Plan) or amendment,
and no such adjustment

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or amendment shall be made, that reduces or would have the effect of reducing
the exercise price of an Option or Stock Appreciation Right previously granted
under the Plan, whether through amendment, cancellation or replacement grants,
or other means, unless the Company's shareholders shall have approved such
adjustment or amendment.

4.       Stock Subject to the Plan; Grant Limitations.

  4.1    Aggregate Number of Shares Authorized for Issuance.  Subject to any
adjustment as provided in the Plan, the Shares to be issued under the Plan may
be, in whole or in part, authorized but unissued Shares or issued Shares which
shall have been reacquired by the Company and held by it as treasury shares.
The aggregate number of Shares that may be made the subject of Awards or Options
granted under the Plan shall not exceed eighty million (80,000,0000), no more
than five million (5,000,000) of which may be granted as Incentive Stock
Options.

  4.2    Individual Limit.  The aggregate number of Shares that may be the
subject of Options, Stock Appreciation Rights, Performance-Based Restricted
Stock and Performance Shares, together with the Share-Equivalent number of
Performance Units, granted to an Eligible Individual in any calendar year may
not exceed two and one-half million (2,500,000).  For purposes of this
Section 4, the Share-Equivalent number of Performance Units shall be equal to
the quotient of (i) the aggregate dollar amount in which the Performance Units
are denominated, divided by (ii) the Fair Market Value of a Share on the date of
grant.

  4.3    Calculating Shares Available.

      (a)  Upon the granting of an Award or an Option, the number of Shares
available under this Section 4 for the granting of further Awards and Options
shall be reduced as follows:

         (i)  In connection with the granting of an Option, Stock Appreciation
Right (other than a Stock Appreciation Right Related to an Option), Restricted
Stock Unit, Share Award or Award of Restricted Stock, Performance-Based
Restricted Stock or Performance Shares, the number of Shares available under
this Section 4 for the granting of further Options and Awards shall be reduced
by the number of Shares in respect of which the Option or Award is granted or
denominated; provided, however, that if any Option is exercised by tendering
Shares, either actually or by attestation, to the Company as full or partial
payment of the Option Price, the maximum number of Shares available under this
Section 4 shall be increased by the number of Shares so tendered.

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         (ii)  In connection with the granting of a Performance Unit, the number
of Shares available under this Section 4 for the granting of further Options and
Awards initially shall be reduced by Shares Equivalent number of Performance
Units granted, with a corresponding adjustment if the Performance Unit is
ultimately settled in whole or in part with a different number of Shares.

         (iii)  In connection with the granting of a Dividend Equivalent Right,
the number of Shares available under this Section 4 shall not be reduced;
provided, however, that if Shares are issued in settlement of a Dividend
Equivalent Right, the number of Shares available for the granting of further
Options and Awards under this Section 4 shall be reduced by the number of Shares
so issued.

      (b)  Notwithstanding Section 4.3(a), in the event that an Award is granted
that, pursuant to the terms of the Agreement, cannot be settled in Shares, the
aggregate number of Shares that may be made the subject of Awards or Options
granted under the Plan shall not be reduced.  Whenever any outstanding Option or
Award or portion thereof expires, is canceled, is settled in cash (including
the settlement of tax withholding obligations using Shares) or is otherwise
terminated for any reason without having been exercised or payment having been
made in respect of the entire Option or Award, the number of Shares available
under this Section 4 shall be increased by the number of Shares previously
allocable under Section 4.3(a) to the expired, canceled, settled or otherwise
terminated portion of the Option or Award.  In addition, upon settlement of a
Stock Appreciation Right in Shares, the excess of the number of Shares covered
by the Stock Appreciation Right over the number of Shares issued in settlement
of the Stock Appreciation Right may again be the subject of Options or Awards
granted hereunder.

5.       Stock Options.

  5.1    Authority of Administrator.  Subject to the provisions of the Plan, the
Administrator shall have full and final authority to select those Eligible
Individuals who will receive Options, and the terms and conditions of the grant
to any such Eligible Individual shall be set forth in an Agreement.  Incentive
Stock Options may be granted only to Eligible Individuals who are employees of
the Company or any Subsidiary.

  5.2    Exercise Price.  The purchase price or the manner in which the exercise
price is to be determined for Shares under each Option shall be determined by
the Administrator and set forth in the Agreement; provided, however, that the
exercise price per Share under each Option shall not be less than the greater of
(i) the par value of a Share and (ii) 100% of the Fair Market Value of a Share
on the date the Option is

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granted (110% in the case of an Incentive Stock Option granted to a Ten-Percent
Shareholder); provided, further, however, that Fair Market Value with respect to
Options granted to Covered Employees and Directors shall be determined in
accordance with Section 2.28(a).

  5.3    Maximum Duration.  Options granted hereunder shall be for such term as
the Administrator shall determine; provided that an Incentive Stock Option shall
not be exercisable after the expiration of ten (10) years from the date it is
granted (five (5) years in the case of an Incentive Stock Option granted to a
Ten-Percent Shareholder) and a Nonqualified Stock Option shall not be
exercisable after the expiration of ten (10) years from the date it is granted;
provided, further, however, that unless the Administrator provides otherwise an
Option (other than an Incentive Stock Option) may, upon the death of the
Participant prior to the expiration of the Option, be exercised for up to
one (1) year following the date of the Participant's death even if such period
extends beyond ten (10) years from the date the Option is granted.  The
Administrator may, subsequent to the granting of any Option, extend the term
thereof, but in no event shall the term as so extended exceed the maximum term
provided for in the preceding sentence.

  5.4    Vesting.  Subject to Section 5.9, each Option shall become exercisable
in such installments (which need not be equal) and at such times as may be
designated by the Administrator and set forth in the Agreement.  To the extent
not exercised, installments shall accumulate and be exercisable, in whole or in
part, at any time after becoming exercisable, but not later than the date the
Option expires.  The Administrator may accelerate the exercisability of any
Option or portion thereof at any time.

  5.5    Limitations on Incentive Stock Options.     To the extent that the
aggregate Fair Market Value (determined as of the date of the grant) of Shares
with respect to which Incentive Stock Options granted under the Plan and
"incentive stock options" (within the meaning of Section 422 of the Code)
granted under all other plans of the Company or its Subsidiaries (in either case
determined without regard to this Section 5.5) are exercisable by a Participant
for the first time during any calendar year exceeds $100,000, such Incentive
Stock Options shall be treated as Nonqualified Stock Options.  In applying the
limitation in the preceding sentence in the case of multiple Option grants,
unless otherwise required by applicable law, Options which were intended to be
Incentive Stock Options shall be treated as Nonqualified Stock Options according
to the order in which they were granted such that the most recently granted
Options are first treated as Nonqualified Stock Options.

<PAGE>

  5.6    Transferability.

      (a)  Except as otherwise provided in this Section 5.6, no Option shall be
transferable by the Participant otherwise than by will or by the laws of descent
and distribution, and an Option shall be exercisable during the lifetime of such
Participant only by the Participant or his or her guardian or legal
representative.  The Administrator may set forth in the Agreement evidencing an
Option (other than an Incentive Stock Option) at the time of grant or
thereafter, that the Option, or a portion thereof, may be transferred to any
third party, including but not limited to, members of the Participant's
immediate family, to trusts solely for the benefit of such immediate family
members and to partnerships in which such family members and/or trusts are the
only partners.  In addition, for purposes of the Plan, unless otherwise
determined by the Administrator at the time of grant or thereafter, a transferee
of an Option pursuant to this Section 5.6(a) shall be deemed to be the
Participant; provided that the rights of any such transferee thereafter shall be
nontransferable except that such transferee, where applicable under the terms of
the transfer by the Participant, shall have the right previously held by the
Participant to designate a Beneficiary.  For this purpose, immediate family
means the Participant's spouse, parents, children, stepchildren and
grandchildren and the spouses of such parents, children, stepchildren and
grandchildren.  The terms of an Option shall be final, binding and conclusive
upon the beneficiaries, executors, administrators, heirs and successors of the
Participant.  Notwithstanding Section 21.2, or the terms of any Agreement, the
Company or any Subsidiary shall not withhold any amount attributable to the
Participant's tax liability from any payment of cash or Shares to a transferee
or transferee's Beneficiary under this Section 5.6(a), but may require the
payment of an amount equal to the Company's or any Subsidiary's withholding tax
obligation as a condition to exercise or as a condition to the release of cash
or Shares upon exercise or upon transfer of the option.

      (b)  The approval of this Plan by the Company's shareholders shall
constitute an amendment of each of the Prior Plans in a manner such that the
provisions of Section 5.6(a) above shall be incorporated into each of the Prior
Plans and any inconsistent provisions in the Prior Plans shall be deleted.
Outstanding option grants under the Prior Plans shall be interpreted in a manner
consistent with the amendment to the Prior Plans described in the preceding
sentence.  The election by a Participant or Beneficiary (including for this
purpose a participant or beneficiary under the Prior Plans) to transfer any such
options pursuant to this Section 5.6(b) shall constitute consent by the
Participant or Beneficiary to such amendment if such consent is required.

  5.7    Method of Exercise.  The exercise of an Option shall be made only by
giving written notice delivered in person or by mail to the person designated by
the Company, specifying the number of Shares to be exercised and, to the extent
applicable,

<PAGE>

accompanied by payment therefor and otherwise in accordance with the Agreement
pursuant to which the Option was granted.  The exercise price for any Shares
purchased pursuant to the exercise of an Option shall be paid in any or any
combination of the following forms:  (a) cash or its equivalent (e.g., a check)
or (b) the transfer, either actually or by attestation, to the Company of Shares
that have been held by the Participant for at least six (6) months (or such
lesser period as may be permitted by the Administrator) prior to the exercise of
the Option, such transfer to be upon such terms and conditions as determined by
the Administrator or (c) in the form of other property as determined by the
Administrator.  In addition, Options may be exercised through a registered
broker-dealer pursuant to such cashless exercise procedures that are, from time
to time, deemed acceptable by the Administrator.  Any Shares transferred to the
Company as payment of the exercise price under an Option shall be valued at
their Fair Market Value on the date of exercise of such Option.  If requested by
the Administrator, the Participant shall deliver the Agreement evidencing the
Option to the Company, which shall endorse thereon a notation of such exercise
and return such Agreement to the Participant.  No fractional Shares (or cash in
lieu thereof) shall be issued upon exercise of an Option and the number of
Shares that may be purchased upon exercise shall be rounded to the nearest
number of whole Shares.

  5.8    Rights of Participants.  No Participant shall be deemed for any purpose
to be the owner of any Shares subject to any Option unless and until (a) the
Option shall have been exercised pursuant to the terms thereof, (b) the Company
shall have issued and delivered Shares (whether or not certificated) to the
Participant, a securities broker acting on behalf of the Participant or such
other nominee of the Participant, and (c) the Participant's name, or the name of
his or her broker or other nominee, shall have been entered as a shareholder of
record on the books of the Company.  Thereupon, the Participant shall have full
voting, dividend and other ownership rights with respect to such Shares, subject
to such terms and conditions as may be set forth in the applicable Agreement.

  5.9    Effect of Change in Control.  Unless otherwise provided in an
Agreement, (a) in the event of a Change in Control, all Options outstanding on
the date of such Change in Control shall become immediately and fully
exercisable and (b) in the event that a Participant's (other than a Director's)
employment with the Company and its Subsidiaries terminates within two (2) years
following a Change in Control as a result of a termination by the Company
without Cause or by the Participant for Good Reason, each Option held by the
Participant that was exercisable as of the date of termination of the
Participant's employment shall remain exercisable for a period ending not before
the earlier of (a) the first anniversary of the termination of the Participant's
employment or service and (b) the expiration of the stated term of the Option.

<PAGE>

6.       Stock Appreciation Rights.

  6.1    Grant.  The Administrator may in its discretion, either alone or in
connection with the grant of an Option, grant Stock Appreciation Rights to
Eligible Individuals in accordance with the Plan, the terms and conditions of
which shall be set forth in an Agreement.  A Stock Appreciation Right may be
granted (a) at any time if unrelated to an Option or (b) if related to an
Option, either at the time of grant or at any time thereafter during the term of
the Option.

  6.2    Stock Appreciation Right Related to an Option.  If granted in
connection with an Option, a Stock Appreciation Right shall cover the same
Shares covered by the Option (or such lesser number of Shares as the
Administrator may determine) and shall, except as provided in this Section 6, be
subject to the same terms and conditions as the related Option.

      (a)  Exercise; Transferability.  A Stock Appreciation Right granted in
connection with an Option (i) shall be exercisable at such time or times and
only to the extent that the related Option is exercisable, (ii) shall be
exercisable only if the Fair Market Value of a Share on the date of exercise
exceeds the exercise price specified in the Agreement evidencing the related
Incentive Stock Option and (iii) shall not be transferable except to the extent
the related Option is transferable.

      (b)  Amount Payable.  Upon the exercise of a Stock Appreciation Right
related to an Option, the Participant shall be entitled to receive an amount
determined by multiplying (i) the excess of the Fair Market Value of a Share on
the date preceding the date of exercise of such Stock Appreciation Right over
the per Share exercise price under the related Option, by (ii) the number of
Shares as to which such Stock Appreciation Right is being exercised.
Notwithstanding the foregoing, the Administrator may limit in any manner the
amount payable with respect to any Stock Appreciation Right by including such a
limit in the Agreement evidencing the Stock Appreciation Right at the time it is
granted.

      (c)  Treatment of Related Options and Stock Appreciation Rights Upon
Exercise.  Upon the exercise of a Stock Appreciation Right granted in connection
with an Option, the Option shall be canceled to the extent of the number of
Shares as to which the Stock Appreciation Right is exercised, and upon the
exercise of an Option granted in connection with a Stock Appreciation Right, the
Stock Appreciation Right shall be canceled to the extent of the number of Shares
as to which the Option is exercised or surrendered.

<PAGE>

  6.3    Stock Appreciation Right Unrelated to an Option.  A Stock Appreciation
Right unrelated to an Option shall cover such number of Shares as the
Administrator shall determine.

      (a)  Terms; Duration.  Stock Appreciation Rights unrelated to Options
shall contain such terms and conditions as to exercisability, vesting and
duration as the Administrator shall determine, but in no event shall they have a
term of greater than ten (10) years; provided that unless the Administrator
provides otherwise a Stock Appreciation Right may, upon the death of the
Participant prior to the expiration of the Award, be exercised for up to one (1)
year following the date of the Participant's death even if such period extends
beyond ten (10) years from the date the Stock Appreciation Right is granted.

      (b)  Amount Payable.  Upon exercise of a Stock Appreciation Right
unrelated to an Option, the Grantee shall be entitled to receive an amount
determined by multiplying (i) the excess of the Fair Market Value of a Share on
the date immediately preceding the date of exercise of such Stock Appreciation
Right over the Fair Market Value of a Share on the date the Stock Appreciation
Right was granted, by (ii) the number of Shares as to which the Stock
Appreciation Right is being exercised; provided, however, that for purposes of
this Section 6.3(b), in respect of Stock Appreciation Rights granted to Covered
Employees and Directors, Fair Market Value shall be determined in accordance
with Section 2.28(a).  Notwithstanding the foregoing, the Administrator may
limit in any manner the amount payable with respect to any Stock Appreciation
Right by including such a limit in the Agreement evidencing the Stock
Appreciation Right at the time it is granted.

      (c)  Transferability.  (i) Except as otherwise provided in this
Section 6.3(c), no Stock Appreciation Right unrelated to an Option shall be
transferable by the Participant otherwise than by will or the laws of descent
and distribution, and a Stock Appreciation Right shall be exercisable during the
lifetime of such Participant only by the Participant or his or her guardian or
legal representative.  The Administrator may set forth in the Agreement
evidencing a Stock Appreciation Right at the time of grant or thereafter, that
the Award, or a portion thereof, may be transferred to any third party,
including but not limited to, members of the Participant's immediate family, to
trusts solely for the benefit of such immediate family members and to
partnerships in which such family members and/or trusts are the only partners.
In addition, for purposes of the Plan, unless otherwise determined by the
Administrator at the time of grant or thereafter, a transferee of a Stock
Appreciation Right pursuant to this Section 6.3(c) shall be deemed to be the
Participant; provided that the rights of any such transferee thereafter shall be
nontransferable except that such transferee, where applicable under the terms of
the transfer by the Participant, shall have the right previously held by the
Participant to

<PAGE>

designate a Beneficiary.  For this purpose, immediate family means the
Participant's spouse, parents, children, stepchildren and grandchildren and the
spouses of such parents, children, stepchildren and grandchildren.  The terms of
a Stock Appreciation Right shall be final, binding and conclusive upon the
beneficiaries, executors, administrators, heirs and successors of the
Participant.  Notwithstanding Section 21.2, or the terms of any Agreement, the
Company or any Subsidiary shall not withhold any amount attributable to the
Participant's tax liability from any payment of cash or Shares to a transferee
or transferee's Beneficiary under this Section 6.3(c), but may require the
payment of an amount equal to the Company's or any Subsidiary's withholding tax
obligation as a condition to exercise or as a condition to the release of cash
or Shares upon exercise or upon transfer of the Stock Appreciation Right.

           (ii)  The approval of this Plan by the Company's shareholders shall
constitute an amendment of each of the Prior Plans in a manner such that the
provisions of Section 6.3(c)(i) above shall be incorporated into each of the
Prior Plans and any inconsistent provisions in the Prior Plans shall be deleted.
Outstanding stock appreciation rights under the Prior Plans shall be interpreted
in a manner consistent with the amendment to the Prior Plans described in the
preceding sentence.  The election by a Participant or Beneficiary (including for
this purpose a participant or beneficiary under the Prior Plans) to transfer any
such stock appreciation rights pursuant to this Section 6.3(c) shall constitute
consent by the Participant or Beneficiary to such amendment if such consent is
required.

  6.4    Method of Exercise.  Stock Appreciation Rights shall be exercised by a
Participant only by giving written notice delivered in person or by mail to the
person designated by the Company, specifying the number of Shares with respect
to which the Stock Appreciation Right is being exercised.  If requested by the
Administrator, the Participant shall deliver the Agreement evidencing the Stock
Appreciation Right being exercised and the Agreement evidencing any related
Option to the Company, which shall endorse thereon a notation of such exercise
and return such Agreement to the Participant.

  6.5    Form of Payment.  Payment of the amount determined under Section 6.2(b)
or 6.3(b) may be made in the discretion of the Administrator solely in whole
Shares in a number determined at their Fair Market Value on the date preceding
the date of exercise of the Stock Appreciation Right, or solely in cash, or in a
combination of cash and Shares.  If the Administrator decides to make full
payment in Shares and the amount payable results in a fractional Share, payment
for the fractional Share will be made in cash.

<PAGE>

  6.6    Effect of Change in Control.   Unless otherwise provided in an
Agreement, (a) in the event of a Change in Control, all Stock Appreciation
Rights shall become immediately and fully exercisable and (b) in the event a
Participant's (other than a Director's) employment with the Company and its
Subsidiaries terminates as a result of a termination within two (2) years
following a Change in Control by the Company without Cause or by the Participant
for Good Reason, each Stock Appreciation Right held by the Participant that was
exercisable as of the date of termination of the Participant's employment shall
remain exercisable for a period ending not before the earlier of the first
anniversary of (a) the termination of the Participant's employment or service
and (b) the expiration of the stated term of the Stock Appreciation Right.

7.       Dividend Equivalent Rights.

                  The Administrator may in its discretion, grant Dividend
Equivalent Rights either in tandem with an Option or Award or as a separate
Award, to Eligible Individuals in accordance with the Plan.  The terms and
conditions applicable to each Dividend Equivalent Right shall be specified in
the Agreement under which the Dividend Equivalent Right is granted.  Amounts
payable in respect of Dividend Equivalent Rights may be payable currently or, if
applicable, deferred until the lapsing of restrictions on such Dividend
Equivalent Rights or until the vesting, exercise, payment, settlement or other
lapse of restrictions on the Option or Award to which the Dividend Equivalent
Rights relate.  In the event that the amount payable in respect of Dividend
Equivalent Rights are to be deferred, the Administrator shall determine whether
such amounts are to be held in cash or reinvested in Shares or deemed
(notionally) to be reinvested in Shares.  If amounts payable in respect of
Dividend Equivalent Rights are to be held in cash, there may be credited at the
end of each year (or portion thereof) interest on the amount of the account at
the beginning of the year at a rate per annum as the Administrator, in its
discretion, may determine. Dividend Equivalent Rights may be settled in cash or
Shares or a combination thereof, in a single installment or multiple
installments, as determined by the Administrator.

8.       Restricted Stock; Restricted Stock Units.

  8.1    Restricted Stock.  The Administrator may grant to Eligible Individuals
Awards of Restricted Stock, which shall be evidenced by an Agreement.  Each
Agreement shall contain such restrictions, terms and conditions as the
Administrator may, in its discretion, determine and (without limiting the
generality of the foregoing) such Agreements may require that an appropriate
legend be placed on Share certificates.

<PAGE>

Awards of Restricted Stock shall be subject to the terms and provisions set
forth below in this Section 8.1 and in Section 8.3.

      (a)  Rights of Participant.  Shares of Restricted Stock granted pursuant
to an Award hereunder shall be issued in the name of the Participant as soon as
reasonably practicable after the Award is granted provided that the Participant
has executed an Agreement evidencing the Award, the appropriate blank stock
powers and, in the discretion of the Administrator, an escrow agreement and any
other documents which the Administrator may require as a condition to the
issuance of such Shares.  At the discretion of the Administrator, Shares issued
in connection with an Award of Restricted Stock shall be deposited together with
the stock powers with an escrow agent (which may be the Company) designated by
the Administrator.  Unless the Administrator determines otherwise and as set
forth in the Agreement, upon delivery of the Shares to the escrow agent, the
Participant shall have all of the rights of a shareholder with respect to such
Shares, including the right to vote the Shares and to receive all dividends or
other distributions paid or made with respect to the Shares.

      (b)  Non-transferability.  Until all restrictions upon the Shares of
Restricted Stock awarded to a Participant shall have lapsed in the manner set
forth in Section 8.1(c), such Shares shall not be sold, transferred or otherwise
disposed of and shall not be pledged or otherwise hypothecated.

      (c)  Lapse of Restrictions.

         (i)  Generally.  Subject to the provisions of Section 8.3, restrictions
upon Shares of Restricted Stock awarded hereunder shall lapse at such time or
times and on such terms and conditions as the Administrator may determine.  The
Agreement evidencing the Award shall set forth any such restrictions.

         (ii)  Effect of Change in Control.  Unless otherwise determined by the
Administrator at the time of grant and set forth in the Agreement evidencing the
Award of Restricted Stock, restrictions on Shares of Restricted Stock shall
lapse upon termination of a Participant's employment with, or service as a
Director of, the Company and its Subsidiaries within two (2) years following a
Change in Control if such termination is by the Company without Cause or by the
Participant for Good Reason.  The Administrator may determine at the time of the
grant or thereafter and set forth in the Agreement evidencing the Award of
Restricted Stock that terminations of employment under other circumstances
within two (2) years following a Change in Control will result in the lapse of
restrictions on Shares of Restricted Stock.

      (d)  Treatment of Dividends.  At the time an Award of Restricted Stock is
granted, the Administrator may, in its discretion, determine that the payment to

<PAGE>

the Participant of dividends, or a specified portion thereof, declared or paid
on such Shares by the Company shall be (i) deferred until the lapsing of the
restrictions imposed upon such Shares and (ii) held by the Company for the
account of the Participant until such time.  In the event that dividends are to
be deferred, the Administrator shall determine whether such dividends are to be
reinvested in Shares (which shall be held as additional Shares of Restricted
Stock) or held in cash.  If deferred dividends are to be held in cash, there may
be credited interest on the amount of the account at such times and at a rate
per annum as the Administrator, in its discretion, may determine.  Payment of
deferred dividends in respect of Shares of Restricted Stock (whether held in
cash or as additional Shares of Restricted Stock), together with interest
accrued thereon, if any, shall be made upon the lapsing of restrictions imposed
on the Shares in respect of which the deferred dividends were paid, and any
dividends deferred (together with any interest accrued thereon) in respect of
any Shares of Restricted Stock shall be forfeited upon the forfeiture of such
Shares.

      (e)  Delivery of Shares.  Upon the lapse of the restrictions on Shares of
Restricted Stock, the Administrator shall cause a stock certificate or evidence
of book entry Shares to be delivered to the Participant with respect to such
Shares of Restricted Stock, free of all restrictions hereunder.

  8.2    Restricted Stock Unit Awards.  The Administrator may grant to Eligible
Individuals Awards of Restricted Stock Units, which shall be evidenced by an
Agreement.  Each such Agreement shall contain such restrictions, terms and
conditions as the Administrator may, in its discretion, determine.  Awards of
Restricted Stock Units shall be subject to the terms and provisions set forth
below in this Section 8.2 and in Section 8.3.

      (a)  Payment of Awards.  Each Restricted Stock Unit shall represent the
right of the Participant to receive a payment upon vesting of the Restricted
Stock Unit or on any later date specified by the Administrator equal to the Fair
Market Value of a Share as of the date the Restricted Stock Unit was granted,
the vesting date or such other date as determined by the Administrator at the
time the Restricted Stock Unit was granted.  The Administrator may, at the time
a Restricted Stock Unit is granted, provide a limitation on the amount payable
in respect of each Restricted Stock Unit.  The Administrator may provide for the
settlement of Restricted Stock Units in cash or with Shares having a Fair Market
Value equal to the payment to which the Participant has become entitled.

      (b)  Effect of Change in Control. Unless otherwise determined by the
Administrator at the time of grant and set forth in the Agreement evidencing the
Award of Restricted Stock Units, Restricted Stock Units shall become fully
vested upon

<PAGE>

termination of a Participant's employment with, or service as a Director of, the
Company and its Subsidiaries within two (2) years following a Change in Control
if such termination is by the Company without Cause or by the Participant for
Good Reason.  The Administrator may determine at the time of the grant or
thereafter and set forth in the Agreement evidencing the Award of Restricted
Stock Units that terminations of employment under other circumstances within
two (2) years following a Change in Control will result in the full vesting of
Restricted Stock Units.

  8.3    Minimum Vesting for Restricted Stock and Restricted Stock Unit Award.
Except as otherwise provided in Sections 8.1(c)(ii) and 8.2(b), Awards of
Restricted Stock and Restricted Stock Units shall not vest more rapidly than
with respect to one-third of the Shares subject to such Award on each of the
first three anniversaries of the date such Award is granted, other than with
respect to up to four million (4,000,000) Shares, which may be subject to such
shorter vesting schedules as the Administrator shall determine.

9.       Performance Awards.

  9.1    Performance Units and Performance Shares.  The Administrator, in its
discretion, may grant Awards of Performance Units and/or Performance Shares to
Eligible Individuals, the terms and conditions of which shall be set forth in an
Agreement.

      (a)  Performance Units.  Performance Units shall be denominated in a
specified dollar amount and, contingent upon the attainment of specified
Performance Objectives within the Performance Cycle, represent the right to
receive payment as provided in Sections 9.1(c) and (d) of the specified dollar
amount or a percentage (which may be more than 100%) of the specified dollar
amount depending on the level of Performance Objective attained; provided,
however, that the Administrator may at the time a Performance Unit is granted
specify a maximum amount payable in respect of a vested Performance Unit.  Each
Agreement shall specify the number of Performance Units to which it relates, the
Performance Objectives which must be satisfied in order for the Performance
Units to vest and the Performance Cycle within which such Performance Objectives
must be satisfied.

      (b)  Performance Shares.  Performance Shares shall be denominated in
Shares and, contingent upon the attainment of specified Performance Objectives
within the Performance Cycle, each Performance Share represents the right to
receive payment as provided in Sections 9.1(c) and (d) of the Fair Market Value
of a Share on the date the Performance Share was granted, the date the
Performance Share became vested or any other date specified by the Administrator
or a percentage (which

<PAGE>

may be more than 100%) of such amount depending on the level of Performance
Objective attained; provided, however, that the Administrator may at the time a
Performance Share is granted specify a maximum amount payable in respect of a
vested Performance Share.  Each Agreement shall specify the number of
Performance Shares to which it relates, the Performance Objectives which must be
satisfied in order for the Performance Shares to vest and the Performance Cycle
within which such Performance Objectives must be satisfied.

      (c)  Vesting and Forfeiture.  Subject to Sections 9.3(c) and 9.4, a
Participant shall become vested with respect to the Performance Shares and
Performance Units to the extent that the Performance Objectives set forth in the
Agreement are satisfied for the Performance Cycle; provided, however, that,
except as may be provided pursuant to Section 9.4, no Performance Cycle for
Performance Shares and Performance Units shall be less than one (1) year.

      (d)  Payment of Awards.  Subject to Sections 9.3(c) and 9.4, payment to
Participants in respect of vested Performance Shares and Performance Units shall
be made as soon as practicable after the last day of the Performance Cycle to
which such Award relates or at such other time or times as the Administrator may
determine.  Subject to Section 9.4, such payments may be made entirely in Shares
valued at their Fair Market Value, entirely in cash, or in such combination of
Shares and cash as the Administrator in its discretion shall determine at any
time prior to such payment;  provided, however, that if the Administrator in its
discretion determines to make such payment entirely or partially in Shares of
Restricted Stock, the Administrator must determine the extent to which such
payment will be in Shares of Restricted Stock and the terms of such Restricted
Stock at the time the Award is granted.

  9.2    Performance-Based Restricted Stock.  The Administrator, in its
discretion, may grant Awards of Performance-Based Restricted Stock to Eligible
Individuals, the terms and conditions of which shall be set forth in an
Agreement.  Each Agreement may require that an appropriate legend be placed on
Share certificates.  Awards of Performance-Based Restricted Stock shall be
subject to the following terms and provisions:

      (a)  Rights of Participant.  Performance-Based Restricted Stock shall be
issued in the name of the Participant as soon as reasonably practicable after
the Award is granted or at such other time or times as the Administrator may
determine; provided, however, that no Performance-Based Restricted Stock shall
be issued until the Participant has executed an Agreement evidencing the Award,
the appropriate blank stock powers and, in the discretion of the Administrator,
an escrow agreement and any other documents which the Administrator may require
as a condition to the issuance of such

<PAGE>

Performance-Based Restricted Stock.  At the discretion of the Administrator,
Shares issued in connection with an Award of Performance-Based Restricted Stock
shall be deposited together with the stock powers with an escrow agent (which
may be the Company) designated by the Administrator.  Except as restricted by
the terms of the Agreement, upon delivery of the Shares to the escrow agent, the
Participant shall have, in the discretion of the Administrator, all of the
rights of a shareholder with respect to such Shares, including the right to vote
the Shares and to receive all dividends or other distributions paid or made with
respect to the Shares.  Each Agreement shall specify the number of Shares of
Performance-Based Restricted Stock to which it relates, the Performance
Objectives which must be satisfied in order for the Performance-Based Restricted
Stock to vest and the Performance Cycle within which such Performance Objectives
must be satisfied.

      (b)  Lapse of Restrictions.  Subject to Sections 9.3(c) and 9.4,
restrictions upon Performance-Based Restricted Stock awarded hereunder shall
lapse and such Performance-Based Restricted Stock shall become vested at such
time or times and on such terms, conditions and satisfaction of Performance
Objectives as the Administrator may, in its discretion, determine at the time an
Award is granted; provided, however, that, except as may be provided pursuant to
Section 9.4, no Performance Cycle for Performance-Based Restricted Stock shall
be less than one (1) year.

      (c)  Treatment of Dividends.  At the time the Award of Performance-Based
Restricted Stock is granted, the Administrator may, in its discretion, determine
that the payment to the Participant of dividends, or a specified portion
thereof, declared or paid on Shares represented by such Award which have been
issued by the Company to the Participant shall be (i) deferred until the lapsing
of the restrictions imposed upon such Performance-Based Restricted Stock and
(ii) held by the Company for the account of the Participant until such time.  In
the event that dividends are to be deferred, the Administrator shall determine
whether such dividends are to be reinvested in Shares (which shall be held as
additional Shares of Performance-Based Restricted Stock) or held in cash.  If
deferred dividends are to be held in cash, there may be credited interest on the
amount of the account at such times and at a rate per annum as the
Administrator, in its discretion, may determine.  Payment of deferred dividends
in respect of Shares of Performance-Based Restricted Stock (whether held in cash
or in additional Shares of Performance-Based Restricted Stock), together with
interest accrued thereon, if any, shall be made upon the lapsing of restrictions
imposed on the Performance-Based Restricted Stock in respect of which the
deferred dividends were paid, and any dividends deferred (together with any
interest accrued thereon) in respect of any Performance-Based Restricted Stock
shall be forfeited upon the forfeiture of such Performance-Based Restricted
Stock.

<PAGE>

      (d)  Delivery of Shares.  Upon the lapse of the restrictions on Shares of
Performance-Based Restricted Stock awarded hereunder, the Administrator shall
cause a stock certificate or evidence of book entry Shares to be delivered to
the Participant with respect to such Shares, free of all restrictions hereunder.

  9.3    Performance Objectives

      (a)  Establishment.  Performance Objectives for Performance Awards may be
expressed in terms of (i) consolidated earnings before or after taxes (including
earnings before interest, taxes, depreciation and amortization), (ii) net
income, (iii) operating income, (iv) earnings per Share, (v) book value per
Share, (vi) return on shareholders' equity, (vii) expense management,
(viii) return on investment, (ix) improvement in capital structure,
(x) profitability of an identifiable business unit or product, (xi) maintenance
or improvement of profit margins, (xii) stock price, (xiii) market share,
(xiv) revenues or sales, (xv) costs, (xvi) cash flow, (xvii) working capital,
(xviii) return on assets, (xix) total shareholder return or (xx) any combination
of the foregoing.  Performance Objectives may be in respect of the performance
of the Company, any of its Subsidiaries, any of its Divisions or any combination
thereof.  Performance Objectives may be absolute or relative (to prior
performance of the Company or to the performance of one or more other entities
or external indices) and may be expressed in terms of a progression within a
specified range.  The Performance Objectives with respect to a Performance Cycle
shall be established in writing by the Administrator by the earlier of (i) the
date on which a quarter of the Performance Cycle has elapsed and (ii) the date
which is ninety (90) days after the commencement of the Performance Cycle, and
in any event while the performance relating to the Performance Objectives remain
substantially uncertain.

      (b)  Effect of Certain Events.  Unless otherwise provided by the
Administrator at the time the Performance Objectives in respect of a Performance
Award are established, performance shall be adjusted to omit the effects of
extraordinary items, gain or loss on the disposal of a business segment (other
than provisions for operating losses or income during the phase-out period),
unusual or infrequently occurring events and transactions that have been
publicly disclosed and the cumulative effects of changes in accounting
principles, all as determined in accordance with generally accepted accounting
principles (to the extent applicable).  In addition, at the time of the granting
of a Performance Award, or at any time thereafter, the Administrator may provide
for the manner in which performance will be measured against the Performance
Objectives (or may adjust the Performance Objectives) to reflect the impact of
specified corporate transactions (such as a stock split or stock dividend),
special charges, and tax law changes; provided, that in respect of Performance
Awards to Covered Employees, such provisions shall be permitted only to the
extent permitted under Section 162(m) of the

<PAGE>

Code and the regulations promulgated thereunder without adversely affecting the
treatment of any Performance Award as Performance-Based Compensation.

      (c)  Determination of Performance.  Prior to the vesting, payment,
settlement or lapsing of any restrictions with respect to any Performance Award
granted to a Covered Employee, the Administrator shall certify in writing that
the applicable Performance Objectives have been satisfied to the extent
necessary for such Award to qualify as Performance-Based Compensation.  In
respect of a Performance Award, the Administrator may, in its sole discretion,
reduce the amount of cash paid or number of Shares issued that become vested or
on which restrictions lapse.  The Administrator shall not be entitled to
exercise any discretion otherwise authorized hereunder with respect to such
Awards if the ability to exercise such discretion or the exercise of such
discretion itself would cause the compensation attributable to such Awards to
fail to qualify as Performance-Based Compensation.

  9.4    Effect of Change in Control.  In the event of a Change in Control,
unless otherwise determined by the Administrator and set forth in the Agreement
evidencing the Award:

      (a)  Participants shall (i) become vested in a portion of all then
outstanding Performance Units and Performance Shares determined by multiplying
(x) the number of such Performance Units and Performance Shares that would have
vested based on the greater of actual levels of achievement attained against the
applicable Performance Objective (determined as if the Performance Cycle ended
on the date of the Change in Control) and the target levels of achievement
established for the Performance Cycle, by (y) a fraction, the numerator of which
is the number of days that have elapsed during the Performance Cycle through the
date of the Change in Control and the denominator of which is the total number
of days in the Performance Cycle and (ii) be entitled to receive in respect of
all Performance Units and Performance Shares which become vested as a result of
a Change in Control a cash payment within ten (10) days after such Change in
Control.

      (b)  All restrictions shall lapse immediately on a portion of all then
outstanding Shares of Performance-Based Restricted Stock determined by
multiplying (x) the number of such Shares on which such restrictions would have
lapsed based on the greater of actual levels of achievement attained against the
applicable Performance Objective (determined as if the Performance Cycle ended
on the date of the Change in Control) and the target levels of achievement
established for the Performance Cycle, by (y) a fraction, the numerator of which
is the number of days that have elapsed during the Performance Cycle through the
date of the Change in Control and the denominator of which is the total number
of days in the Performance Cycle.

<PAGE>

  9.5    Non-transferability.  Until the vesting of Performance Units and
Performance Shares or the lapsing of any restrictions on Performance-Based
Restricted Stock, as the case may be, such Performance Units, Performance Shares
or Performance-Based Restricted Stock shall not be sold, transferred or
otherwise disposed of and shall not be pledged or otherwise hypothecated.

10.      Annual Incentive Awards.

  10.1   Eligibility.  The Compensation Committee shall designate which Officers
are eligible for Annual Incentive Awards under the Plan ("Eligible Officers").
An individual shall not be ineligible by reason of being a Director.  The
Compensation Committee may establish such additional rules for eligibility as it
determines are appropriate.  The actual payment of an Annual Incentive Award to
any Eligible Officer shall be subject to the provisions of this Section 10.

  10.2   Awards.  Eligible Officers are eligible to receive a cash payment in
respect of a fiscal year (an "Annual Incentive Award") determined as a
percentage of an incentive pool, which pool is equal to the greater of:
(a) nine-tenths of one percent (0.9%) of the Operating Cash Flow for the fiscal
year; or (b) one and one-half percent (1.5%) of the Net Income for the fiscal
year (the "Annual Bonus Pool").  The terms and conditions of Annual Incentive
Awards shall be as determined by the Compensation Committee and set forth in an
Award Agreement.  Such terms and conditions shall be consistent with the
provisions of this Section 10 and shall be consistent with such awards
qualifying as Performance-Based Compensation.

  10.3   Performance Objectives and Performance-Based Limit.  Annual Incentive
Awards shall only be payable under the Plan in respect of a fiscal year if the
Company has positive Operating Cash Flow or Net Income for such year.  Within
the first ninety (90) days of each fiscal year, the Compensation Committee shall
determine the percentage of the Annual Bonus Pool that represents the potential
Annual Incentive Award for each Eligible Officer for that fiscal year.  In no
event may the Annual Bonus Pool percentage for any Eligible Officer exceed
twenty-five percent (25%) of the Annual Bonus Pool.  The sum of the Annual Bonus
Pool percentages for all Eligible Officers cannot exceed one hundred percent
(100%) of the Annual Bonus Pool.

  10.4   Determination of Performance.  Prior to the payment of any Annual
Incentive Award to an Eligible Officer and following receipt of a report from
the Company's independent auditor of the Operating Cash Flow and Net Income for
the year, the Compensation Committee shall certify in writing that the
applicable Performance

<PAGE>

Objective has been satisfied and the amount of the Annual Bonus Pool, in each
case, to the extent necessary so that all Annual Incentive Awards for Eligible
Officers who are Covered Employees qualify as Performance-Based Compensation.

  10.5   Calculation of Annual Incentive Awards.  As soon as practicable after
the determination of the Annual Bonus Pool for a fiscal year, the Compensation
Committee shall calculate the amount of each Eligible Officer's Annual Incentive
Award based on his or her allocated portion of the Annual Bonus Pool; provided,
however, that the Compensation Committee may, in its discretion, reduce the
amount payable in respect of an Annual Incentive Award for any Eligible Officer.
In no event may the portion of the Annual Bonus Pool allocated to an Eligible
Officer be increased in any way, including as a result of the reduction of any
other Eligible Officer's allocated portion.  No portion of the Annual Bonus Pool
which is not paid to Eligible Officers in respect of a particular year shall be
carried over to any subsequent year.

  10.6   Payment of Annual Incentive Awards.  All Annual Incentive Awards shall
be paid by the Company and its Subsidiaries in cash as soon as practicable
following certification by the Compensation Committee pursuant to Section 10.4
and the calculation pursuant to Section 10.5.  Such payment, however, may be
subject to deferral under any plan or program the Administrator may establish
for this purpose, provided that any additional amounts credited under any such
deferral plan or program during the period of deferral shall be determined based
either on a reasonable rate of interest or on a specific investment or deemed
investment including Shares, as may be determined by the Compensation Committee
within the limits of the regulations under Section 162(m) of the Code.

  10.7   Effect of Certain Events.  At the time of the granting of an Annual
Incentive Award, or at any time thereafter, the Compensation Committee may
provide for the manner in which performance will be measured against the
Performance Objectives (or may adjust the Performance Objectives) to reflect the
impact of specified corporate transactions (such as a stock split or stock
dividend), special charges, and tax law changes; provided, however, that such
provisions shall be permitted only to the extent permitted under Section 162(m)
of the Code and the regulations promulgated thereunder without adversely
affecting the treatment of any Annual Incentive Award as Performance-Based
Compensation.

  10.8   Non-transferability.  Annual Incentive Awards shall not be sold,
transferred or otherwise disposed of and shall not be pledged or otherwise
hypothecated.

<PAGE>

  10.9   No Right to Award.  No person shall have any claim to be paid an Annual
Incentive Award under the Plan and there is no obligation for uniformity of
treatment of Eligible Officers under Section 10 of the Plan.  The selection of
Eligible Officers to receive Annual Incentive Awards and the amount of the
Annual Incentive Awards rest completely in the absolute and final discretion of
the Compensation Committee.  The Compensation Committee's discretion is limited
only by the Annual Bonus Pool and the limits provided in Sections 10.3 and 10.5.
Neither the existence of the Annual Bonus Pool, nor any prior practice by the
Compensation Committee as to the payment or amount of Annual Incentive Awards,
shall be deemed to create an obligation for the Compensation Committee to pay
any Annual Incentive Award for any year or to pay an Annual Incentive Award
equal to the allocated percentage of the Annual Bonus Pool or any other amount.

11.      Share Awards.

                  The Administrator may grant a Share Award to any Eligible
Individual on such terms and conditions as the Administrator may determine in
its sole discretion.  Share Awards may be made as additional compensation for
services rendered by the Eligible Individual or may be in lieu of cash or other
compensation to which the Eligible Individual is entitled from the Company.

12.      Awards to Directors.

  12.1   Authority of Director Committee.  Subject to the provisions of the
Plan, the Director Committee shall have the full and final authority to award
Options and Awards to Eligible Directors, and the terms and conditions of any
grant to any such Eligible Director shall be set forth in an Agreement.  This
Section 12 sets forth special provisions that, unless otherwise provided in an
Agreement, shall be applicable to Options and Awards granted to Eligible
Directors under the Plan.

  12.2   Aggregate Limit.  Options or Awards in respect of no more than two and
one-half million (2,500,000) Shares shall be granted to Eligible Directors under
the Plan.

  12.3   Individual Limit.  Grants of Options and Awards to any Eligible
Director in any calendar year shall not be made in respect of more than
twenty-five thousand (25,000) Shares.

<PAGE>

  12.4   Vesting.  Unless otherwise provided in an Agreement, an Option or Award
granted to an Eligible Director under the Plan shall become exercisable and the
restrictions on an Award granted to an Eligible Director shall lapse, as
applicable, on the first anniversary of the date of grant; provided, however,
that in the event that, prior to the first anniversary of the date of grant,
(a) the Director terminates his service on the Board by reason of (i) death,
(ii) Disability, or (iii) retirement (as determined in accordance with the then
applicable retirement policy for Directors), or (b) a Change in Control shall
occur, then an Option or Award shall become immediately exercisable and the
restrictions on an Award shall immediately lapse, as applicable, upon the
occurrence of such event.  Subject to the foregoing, an Option or Stock
Appreciation Right granted to a Director shall be exercisable at any time in
whole or in part (but if in part, in an amount equal to at least 100 Shares or,
if less, the number of Shares remaining to be exercised under the Award or
Option) on any business day of the Company before the date such Option or Award
expires in accordance with Section 12.4.

  12.5   Duration.  Unless otherwise provided in an Agreement, an Option or
Stock Appreciation Right granted to an Eligible Director shall expire on the
earlier of:

      (a)  the first date on or after the date of grant and prior to a Change in
Control on which the Director (i) resigns from or is not re-elected to the Board
prior to being eligible for retirement or (ii) resigns as a result of an
interest or affiliation which would prohibit continued service as a director;

      (b)  the date the Option or Stock Appreciation Right has been exercised in
full; or

      (c)  one day after the expiration of the ten-year period which begins on
the date of grant of the Option or Stock Appreciation Right or, in the case of a
Director who dies within one (1) year prior to such day, the last day of the
one-year period which begins on the date of the Director's death.

13.      Effect of a Termination of Employment.

                  The Agreement evidencing the grant of each Option and each
Award shall set forth the terms and conditions applicable to such Option or
Award upon a termination or change in the status of the employment of the
Participant by the Company, a Subsidiary or a Division (including a termination
or change by reason of the sale of a Subsidiary or a Division), which, except
for Director Options, shall be as the Administrator may, in its discretion,
determine at the time the Option or Award is granted or thereafter.

<PAGE>

14.      Adjustment Upon Changes in Capitalization.

  14.1   In the event of a Change in Capitalization, the Administrator shall
conclusively determine the appropriate adjustments, if any, to (a) the maximum
number and class of Shares or other stock or securities with respect to which
Options or Awards may be granted under the Plan, (b) the maximum number and
class of Shares or other stock or securities that may be issued upon exercise of
Incentive Stock Options, (c) the maximum number and class of Shares or other
stock or securities with respect to which Options or Awards may be granted to
any Eligible Individual in any calendar year, (d) the number and class of Shares
or other stock or securities which are subject to outstanding Options or Awards
granted under the Plan and the exercise price therefore, if applicable and
(e) the Performance Objectives.

  14.2   Any such adjustment in the Shares or other stock or securities
(a) subject to outstanding Incentive Stock Options (including any adjustments in
the exercise price) shall be made in such manner as not to constitute a
modification as defined by Section 424(h)(3) of the Code and only to the extent
otherwise permitted by Sections 422 and 424 of the Code or (b) subject to
outstanding Options or Awards that are intended to qualify as Performance-Based
Compensation shall be made in such a manner as not to adversely affect the
treatment of the Options or Awards as Performance-Based Compensation.

  14.3   If, by reason of a Change in Capitalization, a Participant shall be
entitled to, or shall be entitled to exercise an Option with respect to, new,
additional or different shares of stock or securities of the Company or any
other corporation, such new, additional or different shares shall thereupon be
subject to all of the conditions, restrictions and performance criteria which
were applicable to the Shares subject to the Award or Option, as the case may
be, prior to such Change in Capitalization.

15.      Effect of Certain Transactions.

                  Subject to Sections 5.9, 6.6, 8.1(c)(ii), 8.2(c) and 9.4 or as
otherwise provided in an Agreement, following (a) the liquidation or dissolution
of the Company or (b) a merger or consolidation of the Company
(a "Transaction"), either (i) each outstanding Option or Award shall be treated
as provided for in the agreement entered into in connection with the Transaction
or (ii) if not so provided in such agreement, each Optionee and Grantee shall be
entitled to receive in respect of each Share subject to any outstanding Options
or Awards, as the case may be, upon exercise of any Option or payment or
transfer in respect of any Award, the same number and kind of stock, securities,
cash, property or other consideration that each holder of a Share was entitled

<PAGE>

to receive in the Transaction in respect of a Share; provided, however, that
such stock, securities, cash, property, or other consideration shall remain
subject to all of the conditions, restrictions and performance criteria which
were applicable to the Options and Awards prior to such Transaction.  Without
limiting the generality of the foregoing, the treatment of outstanding Options
and Stock Appreciation Rights pursuant to clause (i) of this Section 15 in
connection with a Transaction in which the consideration paid or distributed to
the Company's stockholders is not entirely shares of common stock of the
acquiring or resulting corporation may include the cancellation of outstanding
Options and Stock Appreciation Rights upon consummation of the Transaction
provided either (x) the holders of affected Options and Stock Appreciation
Rights have been given a period of at least fifteen (15) days prior to the date
of the consummation of the Transaction to exercise the Options or Stock
Appreciation Rights (whether or not they were otherwise exercisable) or (y) the
holders of the affected Options and Stock Appreciation Rights are paid (in cash
or cash equivalents) in respect of each Share covered by the Option or Stock
Appreciation Right being cancelled an amount equal to the excess, if any, of the
per share price paid or distributed to stockholders in the transaction (the
value of any non-cash consideration to be determined by the Administrator in its
sole discretion) over the exercise price of the Option or Stock Appreciation
Right.  For avoidance of doubt, (1) the cancellation of Options and Stock
Appreciation Rights pursuant to clause (y) of the preceding sentence may be
effected notwithstanding anything to the contrary contained in this Plan or any
Agreement and (2) if the amount determined pursuant to clause (y) of the
preceding sentence is zero or less, the affected Option or Stock Appreciation
Right may be cancelled without any payment therefor.  The treatment of any
Option or Award as provided in this Section 15 shall be conclusively presumed to
be appropriate for purposes of Section 14.

16.      Interpretation.

  16.1   Section 16 Compliance.  The Plan is intended to comply with Rule 16b-3
promulgated under the Exchange Act and the Administrator shall interpret and
administer the provisions of the Plan or any Agreement in a manner consistent
therewith.  Any provisions inconsistent with such Rule shall be inoperative and
shall not affect the validity of the Plan.

  16.2   Section 162(m).  Unless otherwise expressly stated in the relevant
Agreement, each Option, Stock Appreciation Right, Annual Incentive Award and
Performance Award granted to a Covered Employee under the Plan is intended to be
Performance-Based Compensation.  Accordingly, unless otherwise determined by the
Administrator, if any provision of the Plan or any Agreement relating to such an
Option

<PAGE>

or Award does not comply or is inconsistent with Section 162(m) of the Code or
the regulations promulgated thereunder (including IRS Regulation 1.162-27 unless
and to the extent it is superseded by an interim or final regulation), such
provision shall be construed or deemed amended to the extent necessary to
conform to such requirements, and no provision shall be deemed to confer upon
the Administrator discretion to increase the amount of compensation otherwise
payable to a Covered Employee in connection with any such Option or Award upon
the attainment of the Performance Objectives.

17.      Termination and Amendment of the Plan or Modification of Options and
Awards.

  17.1   Plan Amendment or Termination.   The Board may at any time terminate
the Plan and the Board may at any time and from time to time amend, modify or
suspend the Plan; provided, however, that:

      (a)  no such amendment, modification, suspension or termination shall
impair or adversely alter any Options or Awards theretofore granted under the
Plan, except with the consent of the Participant, nor shall any amendment,
modification, suspension or termination deprive any Participant of any Shares
which he or she may have acquired through or as a result of the Plan; and

      (b)  no material amendment and, to the extent necessary under any
applicable law, regulation or exchange requirement, no other amendment shall be
effective unless approved by the shareholders of the Company in accordance with
applicable law, regulation or exchange requirement.

  17.2   Modification of Options and Awards.  No modification of an Option or
Award shall adversely alter or impair any rights or obligations under the Option
or Award without the consent of the Participant.

18.      Non-Exclusivity of the Plan.

                  The adoption of the Plan by the Board shall not be construed
as amending, modifying or rescinding any previously approved incentive
arrangement or as creating any limitations on the power of the Board to adopt
such other incentive arrangements as it may deem desirable, including, without
limitation, the granting of stock options otherwise than under the Plan, and
such arrangements may be either applicable generally or only in specific cases.

<PAGE>

19.      Limitation of Liability.

                  As illustrative of the limitations of liability of the
Company, but not intended to be exhaustive thereof, nothing in the Plan shall be
construed to:

      (a)  give any person any right to be granted an Option or Award other than
at the sole discretion of the Administrator;

      (b)  give any person any rights whatsoever with respect to Shares except
as specifically provided in the Plan;

      (c)  limit in any way the right of the Company or any Subsidiary to
terminate the employment of any person at any time; or

      (d)  be evidence of any agreement or understanding, express or implied,
that the Company will employ any person at any particular rate of compensation
or for any particular period of time.

20.      Regulations and Other Approvals; Governing Law.

  20.1   Except as to matters of federal law, the Plan and the rights of all
persons claiming hereunder shall be construed and determined in accordance with
the laws of the State of Georgia without giving effect to conflicts of laws
principles thereof.

  20.2   The obligation of the Company to sell or deliver Shares with respect to
Options and Awards granted under the Plan shall be subject to all applicable
laws, rules and regulations, including all applicable federal and state
securities laws, and the obtaining of all such approvals by governmental
agencies as may be deemed necessary or appropriate by the Administrator.

  20.3   The Board may make such changes as may be necessary or appropriate to
comply with the rules and regulations of any government authority, or to obtain
for Eligible Individuals granted Incentive Stock Options the tax benefits under
the applicable provisions of the Code and regulations promulgated thereunder.

  20.4   Each Option and Award is subject to the requirement that, if at any
time the Administrator determines, in its discretion, that the listing,
registration or qualification of Shares issuable pursuant to the Plan is
required by any securities exchange or under any state or federal law, or the
consent or approval of any governmental regulatory body is necessary or
desirable as a condition of, or in connection

<PAGE>

with, the grant of an Option or Award or the issuance of Shares, no Options or
Awards shall be granted or payment made or Shares issued, in whole or in part,
unless listing, registration, qualification, consent or approval has been
effected or obtained free of any conditions as acceptable to the Administrator.

  20.5   Notwithstanding anything contained in the Plan or any Agreement to the
contrary, in the event that the disposition of Shares acquired pursuant to the
Plan is not covered by a then current registration statement under the
Securities Act of 1933, as amended (the "Securities Act"), and is not otherwise
exempt from such registration, such Shares shall be restricted against transfer
to the extent required by the Securities Act and Rule 144 or other regulations
promulgated thereunder.  The Administrator may require any individual receiving
Shares pursuant to an Option or Award granted under the Plan, as a condition
precedent to receipt of such Shares, to represent and warrant to the Company in
writing that the Shares acquired by such individual are acquired without a view
to any distribution thereof and will not be sold or transferred other than
pursuant to an effective registration thereof under the Securities Act or
pursuant to an exemption applicable under the Securities Act or the rules and
regulations promulgated thereunder.  The certificates evidencing any of such
Shares shall be appropriately amended or have an appropriate legend placed
thereon to reflect their status as restricted securities as aforesaid.

21.      Miscellaneous.

  21.1   Multiple Agreements.  The terms of each Option or Award may differ from
other Options or Awards granted under the Plan at the same time, or at some
other time.  The Administrator may also grant more than one Option or Award to a
given Eligible Individual during the term of the Plan, either in addition to, or
subject to Section 3.4, in substitution for, one or more Options or Awards
previously granted to that Eligible Individual.

  21.2   Withholding of Taxes.

      (a)  The Company or any Subsidiary shall withhold from any payment of cash
or Shares to a Participant or other person under the Plan an amount sufficient
to cover any withholding taxes which may become required with respect to such
payment or shall take any other action as it deems necessary to satisfy any
income or other tax withholding requirements as a result of the grant or
exercise of any Award under the Plan.  The Company or any Subsidiary shall have
the right to require the payment of any such taxes and require that any person
furnish information deemed necessary by the Company or any Subsidiary to meet
any tax reporting obligation as a condition to

<PAGE>

exercise or before making any payment pursuant to an Award or Option.  Unless
otherwise specified in an Agreement at the time of grant, a Participant may, in
satisfaction of his or her obligation to pay withholding taxes in connection
with the exercise, vesting or other settlement of an Option or Award, elect to
have withheld a portion of the Shares then issuable to him or her having an
aggregate Fair Market Value equal to the withholding taxes.

      (b)  If a Participant makes a disposition, within the meaning of
Section 424(c) of the Code and regulations promulgated thereunder, of any Share
or Shares issued to such Participant pursuant to the exercise of an Incentive
Stock Option within the two-year period commencing on the day after the date of
the grant or within the one-year period commencing on the day after the date of
transfer of such Share or Shares to the Participant pursuant to such exercise,
the Participant shall, within ten (10) days of such disposition, notify the
Company thereof, by delivery of written notice to the Company at its principal
executive office.

  21.3   Plan Unfunded.  The Plan shall be unfunded.  Except for reserving a
sufficient number of authorized Shares to the extent required by law to meet the
requirements of the Plan, the Company shall not be required to establish any
special or separate fund or to make any other segregation of assets to assure
payment of any Award or Option granted under the Plan.

  21.4   Beneficiary Designation.  Each Participant may, from time to time, name
one or more individuals (each, a "Beneficiary") to whom any benefit under the
Plan is to be paid in case of the Participant's death before he or she receives
any or all of such benefit.  Each such designation shall revoke all prior
designations by the same Participant, shall be in a form prescribed by the
Company, and will be effective only when filed by the Participant in writing
with the Company during the Participant's lifetime. In the absence of any such
designation, benefits remaining unpaid at the Participant's death shall be paid
to the Participant's estate.

  21.5   Effective Date/Term.  The effective date of the Plan shall be the date
on which the Plan is approved by the affirmative vote of the holders of a
majority of the securities of the Company present, or represented, and entitled
to vote at a meeting of shareholders duly held in accordance with the applicable
laws of the State of Georgia within twelve (12) months of the adoption of the
Plan by the Board (the "Effective Date").  Upon such approval of the Plan by the
shareholders, no further awards shall be granted under the Prior Plans or under
the BellSouth Corporation Officer Short Term Incentive Award Plan.

<PAGE>

         The Plan shall terminate on the Termination Date.  No Option or Award
shall be granted after the Termination Date.  The applicable terms of the Plan,
and any terms and conditions applicable to Options and Awards granted prior to
the Termination Date shall survive the termination of the Plan and continue to
apply to such Options and Awards.